Common use of Stockholder Representatives Clause in Contracts

Stockholder Representatives. (a) Each Stockholder (other than Novacap II, L.P.) irrevocably appoints and authorizes Aramazd Israilian (the “Founders Representative”) as its agent and attorney-in-fact to take such action as agent and attorney-in-fact on its or his behalf and to exercise such powers under this Agreement. Without limiting the generality of the foregoing, the Founders Representative, acting without further consent of any other Stockholder, is hereby authorized by each of the Stockholders (other than Novacap II, L.P.) to (i) take any and all actions under this Agreement on behalf of the Stockholders (other than Novacap II, L.P.) without any further consent or approval from any other Person, including for all purposes in relation to the Closing Balance Sheet and Purchase Price Adjustment (ii) supervise, defend, coordinate and negotiate claims for indemnification on behalf of the Stockholders (other than Novacap II, L.P.) under Article VIII (including settlements thereof), (iii) effect payments to Stockholders (other than Novacap II, L.P.) hereunder, (iv) to authorize delivery to the Indemnified Parties of cash from the Escrow Fund in satisfaction of claims by Buyer Indemnified Parties or object to such delivery, (v) receive or give notices hereunder, (vi) demand arbitration, (vii) receive or make payment hereunder, (viii) execute waivers or amendments hereof or hereto, and/or (ix) execute and deliver documents, releases and/or receipts hereunder. (b) Novacap shall represent itself for all purposes in connection with this Agreement. Novacap shall identify a representative to Buyer prior to Closing, which Novacap may update in writing from time to time, and Buyer may rely on the authority of such representative until notified in writing by Novacap to the contrary. The representative of Novacap II, L.P. (as identified from time to time) and the Founders Representative are collectively referred to as, the “Representatives”. (c) Buyer shall be entitled to deal exclusively with the Representatives on behalf of the Stockholders with respect to all matters relating to this Agreement. A decision, act, consent or instruction of the Representatives shall constitute a decision of all the Stockholders and shall be final, binding and conclusive upon each of such Stockholders and Buyer may rely upon any such decision, act, consent or instruction of the Representatives as being the decision, act, consent or instruction of each every such Stockholder. The Buyer is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representatives. (d) The Founders Representative may resign as Founders Representative at any time with or without cause by giving thirty (30) days prior written notice to the holders of interest of the Escrow Fund and Buyer, such resignation to be effective no sooner than thirty (30) days following the date such notice is given. Such agency may be changed (or a successor appointed in the event of the death, disability or resignation of the Founders Representative) by the holders of a majority in interest of the Escrow Fund from time to time upon not less than thirty (30) days’ prior written notice to Buyer; provided that the Founders Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. In the event of the death, disability, resignation or removal of the Founders Representative, a successor or replacement Founders Representative shall be appointed no later than ten (10) days following the last date of service of the Founders Representative that is being replaced. In the event that a successor Founders Representative is not appointed within such ten (10) day period, the Buyer and other parties shall be entitled to rely on any action of the holders of a majority in interest of the Escrow Fund as the action of all of the holders in interest of the Escrow Fund and such majority in interest of holders shall have all of the rights and duties of the Founders Representative hereunder. No bond shall be required of the Founders Representative. Notices or communications to or from the Founders Representative shall constitute notice to or from each of the Stockholders and the holders of Company Stock Rights. (e) The Representatives shall not be liable for any act done or omitted hereunder as Representatives while acting in good faith and in the exercise of reasonable judgment. The Stockholders on whose behalf the Escrow Fund was retained shall indemnify the Representatives on a several basis and hold the Representatives harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representatives and arising out of or in connection with the acceptance or administration of the Representatives’ duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representatives.

Stockholder Representatives. Upon the adoption of this Agreement by the requisite vote of the holders of the Company Common Stock and the Company Preferred Stock, each of Lynford and Garfield (atogether, the "Stockholder Representatives" and xxxx, a "Stockholder Representative") Each shall be irrevocably appointed to act as the representatives for the Holders with respect to matters requiring any action or decision by the Holders following the Closing, and the Stockholder (other than Novacap II, L.P.) irrevocably appoints and authorizes Aramazd Israilian (Representatives are hereby authorized by the “Founders Representative”) as its agent and attorney-in-fact Holders to take any and all such action as agent actions and attorney-in-fact on its make any decisions necessary or his behalf and to exercise such powers desirable in connection with all matters arising under this Agreement or the Escrow Agreement, the transactions contemplated hereby or thereby or arising with regard to the Company before or after the Closing, including, without limitation, the defense and/or settlement of any claims and any matters under 9.2. Without limiting the generality In furtherance of the foregoing, the Founders Representative, acting without further consent of any other Stockholder, is hereby authorized Stockholder Representatives may by each of the Stockholders (other than Novacap II, L.P.) to (i) take any and all actions under this Agreement on behalf of the Stockholders (other than Novacap II, L.P.) without any further consent or approval from any other Person, including for all purposes in relation to the Closing Balance Sheet and Purchase Price Adjustment (ii) supervise, defend, coordinate and negotiate claims for indemnification on behalf of the Stockholders (other than Novacap II, L.P.) under Article VIII (including settlements thereof), (iii) effect payments to Stockholders (other than Novacap II, L.P.) hereunder, (iv) to authorize delivery to the Indemnified Parties of cash from the Escrow Fund in satisfaction of claims by Buyer Indemnified Parties or object to such delivery, (v) receive or give notices hereunder, (vi) demand arbitration, (vii) receive or make payment hereunder, (viii) execute waivers or amendments hereof or hereto, and/or (ix) execute and deliver documents, releases and/or receipts hereunder. (b) Novacap shall represent itself for all purposes in connection with this Agreement. Novacap shall identify a representative to Buyer prior to Closing, which Novacap may update in writing from time to time, and Buyer may rely on the authority of such representative until notified in writing by Novacap to the contrary. The representative of Novacap II, L.P. (as identified from time to time) and the Founders Representative are collectively referred to as, the “Representatives”. (c) Buyer shall be entitled to deal exclusively with the Representatives on behalf of the Stockholders with respect to all matters relating to this Agreement. A decision, act, consent or instruction of the Representatives shall constitute a decision of all the Stockholders and shall be final, binding and conclusive upon each of such Stockholders and Buyer may rely upon any such decision, act, consent or instruction of the Representatives as being the decision, act, consent or instruction of each every such Stockholder. The Buyer is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representatives. (d) The Founders Representative may resign as Founders Representative at any time with or without cause by giving thirty (30) days prior written notice to the holders Escrow Agent, with a copy to Parent, request payment for or reimbursement of interest any and all costs and expenses, including reasonable legal fees and expenses, paid or payable by any of the Escrow Fund and Buyer, such resignation to be effective no sooner than thirty (30) days following the date such notice is given. Such agency may be changed (or a successor appointed in the event of the death, disability or resignation of the Founders Representative) by the holders of a majority in interest of the Escrow Fund from time to time upon not less than thirty (30) days’ prior written notice to Buyer; provided that the Founders Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. In the event of the death, disability, resignation or removal of the Founders Representative, a successor or replacement Founders Representative shall be appointed no later than ten (10) days following the last date of service of the Founders Representative that is being replaced. In the event that a successor Founders Representative is not appointed within such ten (10) day period, the Buyer and other parties shall be entitled to rely on any action of the holders of a majority in interest of the Escrow Fund as the action of all of the holders in interest of the Escrow Fund and such majority in interest of holders shall have all of the rights and duties of the Founders Representative hereunder. No bond shall be required of the Founders Representative. Notices or communications to or from the Founders Representative shall constitute notice to or from each of the Stockholders and the holders of Company Stock Rights. (e) The Stockholder Representatives shall not be liable for any act done or omitted hereunder as Representatives while acting in good faith and in the exercise of reasonable judgment. The Stockholders on whose behalf the Escrow Fund was retained shall indemnify the Representatives on a several basis and hold the Representatives harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representatives and arising out of or in connection with any matters requiring any action by the acceptance or administration of Stockholder Representatives as provided in this Article IX including, without limitation, the Representatives’ duties hereunder, including the reasonable fees and expenses defense and/or settlement of any legal counsel retained claims or under the Escrow Agreement, and the Escrow Agent shall promptly upon receipt of any such written notice make such payment to the Stockholder Representatives. Any notice or other communication to be delivered to the Stockholder Representatives shall be delivered to each of them pursuant to Section 10.8 and any notice or other communication to be signed by the Representatives.Stockholder Representatives shall be valid and binding if signed by either of the

Stockholder Representatives. (a) Each Stockholder (other than Novacap II, L.P.) irrevocably appoints and authorizes Aramazd Israilian (the “Founders Representative”) as its agent and attorney-in-fact to take such action as agent and attorney-in-fact on its or his behalf and to exercise such powers under this Agreement. Without limiting the generality of the foregoing, the Founders Representative, acting without further consent of any other Stockholder, is hereby authorized by each of the Stockholders (other than Novacap II, L.P.) to (i) take any and all actions under this Agreement on behalf of the Stockholders (other than Novacap II, L.P.) without any further consent or approval from any other Person, including for all purposes in relation to the Closing Balance Sheet and Purchase Price Adjustment (ii) supervise, defend, coordinate and negotiate claims for indemnification on behalf of the Stockholders (other than Novacap II, L.P.) under Article VIII (including settlements thereof), (iii) effect payments to Stockholders (other than Novacap II, L.P.) hereunder, (iv) to authorize delivery to the Indemnified Parties of cash from the Escrow Fund in satisfaction of claims by Buyer Indemnified Parties or object to such delivery, (v) receive or give notices hereunder, (vi) demand arbitration, (vii) receive or make payment hereunder, (viii) execute waivers or amendments hereof or hereto, and/or (ix) execute and deliver documents, releases and/or receipts hereunder. (b) Novacap shall represent itself for all purposes in connection with this Agreement. Novacap shall identify a representative to Buyer prior to Closing, which Novacap may update in writing from time to time, and Buyer may rely on the authority of such representative until notified in writing by Novacap to the contrary. The representative of Novacap II, L.P. (as identified from time to time) and the Founders Representative are collectively referred to as, the “Representatives”.. -42- (c) Buyer shall be entitled to deal exclusively with the Representatives on behalf of the Stockholders with respect to all matters relating to this Agreement. A decision, act, consent or instruction of the Representatives shall constitute a decision of all the Stockholders and shall be final, binding and conclusive upon each of such Stockholders and Buyer may rely upon any such decision, act, consent or instruction of the Representatives as being the decision, act, consent or instruction of each every such Stockholder. The Buyer is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representatives. (d) The Founders Representative may resign as Founders Representative at any time with or without cause by giving thirty (30) days prior written notice to the holders of interest of the Escrow Fund and Buyer, such resignation to be effective no sooner than thirty (30) days following the date such notice is given. Such agency may be changed (or a successor appointed in the event of the death, disability or resignation of the Founders Representative) by the holders of a majority in interest of the Escrow Fund from time to time upon not less than thirty (30) days’ prior written notice to Buyer; provided that the Founders Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. In the event of the death, disability, resignation or removal of the Founders Representative, a successor or replacement Founders Representative shall be appointed no later than ten (10) days following the last date of service of the Founders Representative that is being replaced. In the event that a successor Founders Representative is not appointed within such ten (10) day period, the Buyer and other parties shall be entitled to rely on any action of the holders of a majority in interest of the Escrow Fund as the action of all of the holders in interest of the Escrow Fund and such majority in interest of holders shall have all of the rights and duties of the Founders Representative hereunder. No bond shall be required of the Founders Representative. Notices or communications to or from the Founders Representative shall constitute notice to or from each of the Stockholders and the holders of Company Stock Rights. (e) The Representatives shall not be liable for any act done or omitted hereunder as Representatives while acting in good faith and in the exercise of reasonable judgment. The Stockholders on whose behalf the Escrow Fund was retained shall indemnify the Representatives on a several basis and hold the Representatives harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representatives and arising out of or in connection with the acceptance or administration of the Representatives’ duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representatives.

Stockholder Representatives. (a) Each Stockholder (other than Novacap II, L.P.) irrevocably appoints and authorizes Aramazd Israilian (Pursuant to the “Founders Representative”) as its agent and attorney-in-fact to take such action as agent and attorney-in-fact on its or his behalf and to exercise such powers under this Merger Agreement. Without limiting the generality of the foregoing, the Founders RepresentativeStockholder Representatives are authorized to give and receive notices and communications, acting without further consent of any other Stockholder, is hereby authorized by each of the Stockholders (other than Novacap II, L.P.) to (i) take any and all actions under this Agreement on behalf of the Stockholders (other than Novacap II, L.P.) without any further consent or approval from any other Person, including for all purposes in relation to the Closing Balance Sheet and Purchase Price Adjustment (ii) supervise, defend, coordinate and negotiate claims for indemnification on behalf of the Stockholders (other than Novacap II, L.P.) under Article VIII (including settlements thereof), (iii) effect payments to Stockholders (other than Novacap II, L.P.) hereunder, (iv) to authorize delivery to Parent of all or a portion of the Indemnified Parties of cash from the Escrow Fund Indemnity Amount in satisfaction of claims by Buyer Indemnified Parties or of Parent, to object to such deliverydeliveries, (v) receive to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or give notices hereunder, (vi) demand arbitration, (vii) receive or make payment hereunder, (viii) execute waivers or amendments hereof or hereto, and/or (ix) execute and deliver documents, releases and/or receipts hereunderappropriate in the judgment of the Stockholder Representatives for the accomplishment of the foregoing. (b) Novacap shall represent itself for all purposes in connection with this Agreement. Novacap shall identify a representative to Buyer prior to Closing, which Novacap may update in writing from time to time, and Buyer may rely on the authority of such representative until notified in writing by Novacap to the contrary. The representative of Novacap II, L.P. (as identified from time to time) and the Founders Representative are collectively referred to as, the “Representatives”. (c) Buyer shall be entitled to deal exclusively with the Representatives on behalf of the Stockholders with respect to all matters relating to this Agreement. A decision, act, consent or instruction of the Representatives shall constitute a decision of all the Stockholders and shall be final, binding and conclusive upon each of such Stockholders and Buyer may rely upon any such decision, act, consent or instruction of the Representatives as being the decision, act, consent or instruction of each every such Stockholder. The Buyer is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representatives. (d) The Founders Representative may resign as Founders Representative at any time with or without cause by giving thirty (30) days prior written notice to the holders of interest of the Escrow Fund and Buyer, such resignation to be effective no sooner than thirty (30) days following the date such notice is given. Such agency may be changed (or a successor appointed in the event of the death, disability or resignation of the Founders Representative) by the holders of a majority in interest of the Escrow Fund from time to time upon not less than thirty (30) days’ prior written notice to Buyer; provided that the Founders Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. In the event of the death, disability, resignation or removal of the Founders Representative, a successor or replacement Founders Representative shall be appointed no later than ten (10) days following the last date of service of the Founders Representative that is being replaced. In the event that a successor Founders Representative is not appointed within such ten (10) day period, the Buyer and other parties shall be entitled to rely on any action of the holders of a majority in interest of the Escrow Fund as the action of all of the holders in interest of the Escrow Fund and such majority in interest of holders shall have all of the rights and duties of the Founders Representative hereunder. No bond shall be required of the Founders Representative. Notices or communications to or from the Founders Representative shall constitute notice to or from each of the Stockholders and the holders of Company Stock Rights. (e) The Stockholder Representatives shall not be liable to any holder of Securities for any act done or omitted under the Merger Agreement or hereunder as Stockholder Representatives while acting in good faith and in not constituting fraud or gross negligence. (c) The Stockholder Representatives shall receive no compensation for their services hereunder. At least five (5) days prior to thirty (30) days after the exercise of reasonable judgment. The Stockholders on whose behalf the Escrow Fund was retained shall indemnify the Representatives on a several basis and hold the Representatives harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part first anniversary of the Effective Date, the Stockholder Representatives shall deliver notice to the Indemnity Agent and arising out Parent setting forth the amount of or the reasonable expenses incurred by the Stockholder Representatives in connection with their duties under the acceptance or administration Merger Agreement and hereunder (the "Stockholder Representatives' Expenses"), which expenses shall be reimbursed pursuant to the terms of Paragraph 4.1 (a) Any expenses of the Representatives’ duties hereunderStockholder Representatives not reimbursed pursuant to Paragraph 4.1(a) shall be reimbursed by the holders of Securities entitled to distributions under this Indemnity Agreement on a pro rata basis. (d) Neither Parent, including any Parent Group Member nor the reasonable fees and expenses Indemnity Agent shall be responsible or liable for any acts or omissions of any legal counsel retained by Stockholder Representative in such Stockholder Representative's capacity as such, and each of them may rely on any action or writing of majority of the RepresentativesStockholder Representatives as being binding on all Stockholder Representatives for all purposes.